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OMB APPROVAL
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UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: December 31, 1997
Washington, D.C. 20549 Estimated average burden
hours per response....14.90
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 ) *
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Integrated Packaging Assembly Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
457989101
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the ACT
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1745 (2-95)
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CUSIP No. 457989101 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PHILIP GREER
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) / /
(b) /X/
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3 SEC USE ONLY
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
NEW YORK
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SOLE VOTING POWER
5
-0-
NUMBER OF --------------------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY 2,512,511
EACH --------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
PERSON 7
WITH -0-
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SHARED DISPOSITIVE POWER
8
2,512,511
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
2,512,511
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 X
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
18.19%
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TYPE OF REPORTING PERSON *
12
BD, IA
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Cusip No. 457989101 Page 3 of 5
Item 1(a). Name of Issuer: Integrated Packaging Assembly Corporation
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Item 1(b). Address of Issuer's Principal Executive Office:
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2221 Oakland Road
San Jose, CA 95131
Item 2(a). Name of Person Filing:
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Philip Greer, individually and on behalf of WPG Venture
Partners II, L.P. ("WPGVP"), the sole General Partner of
Weiss, Peck & Greer Venture Associates II, L.P. ("WPGVA") and
WPG Enterprise Fund, L.P. ("Enterprise"), and on behalf of WPG
Venture Advisors, L.P. ("Advisor"), the Advisor of Weiss, Peck
& Greer Venture Associates II (Overseas), L.P., a Cayman
Islands Corporation ("WPGVAO").
Item 2(b). Address of Principal Business Office, or if None, Residence:
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555 California Street, Suite 3130
San Francisco, CA 94104
Item 2(c). Citizenship:
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Weiss, Peck & Greer, L.L.C. ("WPG") is a limited liability
company, organized under the laws of the State of Delaware.
Philip Greer is a citizen of the United States.
Item 2(d). Title of Class of Securities: Common Stock
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Item 2(e). CUSIP Number: 457989101
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Item 3. If this statement is Filed Pursuant to Rules 13d-1(b) or
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13d-2(b), Check Whether the Person Filing is a:
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(a) ( X ) Broker or Dealer registered under Section 15 of the
Securities Exchange Act of 1934 (the "Act")
(b) ( ) Bank as defined in Section 3(a)(6) of the Act
(c) ( ) Insurance Company as defined in Section 3(a)(19)
of the Act
(d) ( ) Investment Company registered under Section 8 of
the Investment Company Act of 1940
(e) ( X ) Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or Endowment
Fund; see Sec. 240.13d-1(b)(1)(ii)(F)
(g) ( ) Parent Holding Company, in accordance with Sec.
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) ( ) Group, in accordance with paragraph 240.13d-1(b)
(1)(ii)(H)
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Cusip No. 457989101 Page 4 of 5
Item 4(a)-(c). Ownership:
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The following information concerning percentages of ownership
of outstanding shares of common stock is based on a total of
13,809,000 shares reported to be outstanding by Integrated
Packaging Assembly Corporation at December 31, 1997.
As of December 31, 1997, WPGVA, Enterprise and WPGVAO owned of
record 967,228 shares, 1,338,308 shares and 206,975 shares,
respectively, of Integrated Packaging Assembly Corporation
common stock ("Common Stock"). The shares owned by WPGVA and
Enterprise may be deemed to be beneficially owned, within the
meaning of Rule 13d-3, by WPGVP, and the shares owned by
WPGVAO may be deemed to be beneficially owned by Advisor. Mr.
Greer, the managing partner of WPGVP and Advisor, may be
deemed to be the beneficial owner of all of the above
described shares within the meaning of Rule 13d-3.
Accordingly, by reason of the provisions of Rule 13d-3, as of
December 31, 1997, Philip Greer may be deemed to own
beneficially 2,512,511 shares of Common Stock or approximately
18.19% of the outstanding shares, with shared voting and
investment power as to all such shares. Mr. Greer disclaims,
pursuant to Rule 13d-4, beneficial ownership of the shares of
Common Stock owned of record by WPGVA, Enterprise and WPGVAO,
except to the extent of his beneficial interest as a partner
in WPGVP, Advisor or in WPG, a limited partner in WPGVA,
WPGVAO and Enterprise.
This Schedule 13G is not being filed with respect to the share
of Integrated Packaging Assembly Corporation., which may be
owned of record by any general partner of WPGVP or General
Partner of Advisor, other than Mr. Greer, since no such
partner possesses or shares voting or investment power with
respect to the shares. Each of such general partners disclaims
ownership, pursuant to Rule 13d-3, of the shares of Common
Stock owned by the various parties referred to in this
Schedule 13G, other than such shares as the respective general
partner owns of record, or may be deemed to own by reason of
his interest as a partner in the various partnerships
described herein. Each of the entities described herein as
owning shares of Common Stock disclaims, pursuant to Rule
13d-4, beneficial ownership of such shares as are owned by the
other entities described herein.
Item 5. Ownership of Five Percent or Less of a Class:
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Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another
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Person:
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Not applicable.
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Cusip No. 457989101 Page 5 of 5
Item 7. Identification and Classification of the Subsidiary Which
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Acquired the Security Being Reported on By the Parent
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Holding Company:
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Not applicable.
Item 8. Identification and Classification of Members of the Group:
Not applicable.
Item 9. Notice of Dissolution of the Group:
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Not applicable.
Item 10. Certification:
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By signing below, Richard S. Pollack, General Counsel of WPG, certifies that, to
the best of his knowledge and belief, securities referred to above as being held
or owned beneficially by Philip Greer were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
SIGNATURE
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After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 9, 1998
WEISS, PECK & GREER, L.L.C.
By: /s/ Richard S. Pollack
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Richard S. Pollack
General Counsel
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Philip Greer, has
made, constituted and appointed, and by these presents does make, constitute and
appoint, Richard S. Pollack his true and lawful attorney-in-fact and agent, for
him and in his name, place and stead to execute, acknowledge, deliver and file
any and all filings required by Section 13 and Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder, including, but not limited to, Schedules 13D and Schedules 13G,
hereby ratifying and confirming all that said attorney-in-fact and agent may do
or cause to be done by virtue hereof.
The validity of this Power of Attorney shall not be affected in any
manner by reason of the execution, at any time, of other powers of attorney by
the undersigned in favor of persons other than the attorney-in-fact named
herein.
WITNESS THE EXECUTION HEREOF this 9th day of February, 1998 by Philip
Greer.
/s/ Philip Greer
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Philip Greer
STATE OF NEW YORK )
COUNTY OF NEW YORK )
/s/ Michael E. Singer
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Notary Public
MICHAEL E. SINGER
Notary Public, State of New York
No. ______43204
Qualified in New York County
Commission Expires May 8, 1999
